Business Context and Reporting Period
Company: Diginex Ltd (DGNX)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: April 24, 2026
Business Description: A technology group providing ESG, sustainability, and compliance solutions to institutional and corporate clients globally.
Principal Executive Office: London, United Kingdom.
Key Financial Metrics
This filing is a corporate action announcement and does not contain financial performance data. The following metrics are not provided in the source text:
- Revenue, profit, and cash flow: Not reported.
- Margins, debt, and liquidity: Not reported.
- Market Capitalization: The filing states the changes are not expected to materially affect overall market capitalization, but no specific value is provided.
Material Changes and Corporate Actions
The filing details the approval of "Authorized Share Capital Changes" effective April 28, 2026, at 9:30 A.M. EDT:
- Share Consolidation: An 8-for-1 consolidation of ordinary and preferred shares.
- Share Capital Increase: Authorized share capital increased from US$50,000 to US$200,000.
- Outstanding Shares: Reduced from 232,807,527 ordinary shares to approximately 29,100,941 ordinary shares.
- Par Value: Increased from US$0.00005 to US$0.0004 per share.
- Trading Symbol: Remains "DGNX" on the Nasdaq Capital Market; new CUSIP is G28687112.
- Warrant Adjustments: Most warrants will be adjusted proportionately (reduced share count, increased exercise price). However, 4,170,520 warrants issued to Rhino Ventures Limited will not be adjusted.
Guidance, Outlook, and Risks
Management Commentary:
- The changes are intended to provide flexibility for general corporate purposes and M&A.
- The primary strategic goal is to comply with Nasdaq's continued listing requirements, specifically the minimum bid price requirement (Rule 5550(a)(2)).
- Shareholder percentage ownership and voting power will remain substantially unchanged, subject to rounding of fractional shares.
- Forward-looking statements regarding the timing and outcome of the EGM and implementation of the consolidation involve risks and uncertainties.
- Actual results may differ materially from anticipated results.
Investor Verification Checklist
- Verify the new CUSIP number (G28687112) for trading purposes post-April 28, 2026.
- Confirm the treatment of fractional shares (rounded up to the next whole number).
- Review the specific terms of the Rhino Ventures Limited warrants, as they are exempt from the standard consolidation adjustment.
- Monitor the stock price to ensure compliance with Nasdaq's minimum bid price requirement following the consolidation.